Anxin Securities Co., Ltd. on the initial public offering of shares of Zhejiang Huashi Technology Co., Ltd. and its listing on the gem
of
Issuance recommendation
Sponsor (lead underwriter)
November, 2001
Statement
Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “the sponsor”) is entrusted by Zhejiang Huashi Technology Co., Ltd. (hereinafter referred to as “the issuer”, “Huashi technology” and “the company”) to act as the sponsor and lead underwriter of the issuer’s initial public offering of shares and listing on the gem (hereinafter referred to as “the offering”), Issuance recommendation letter is issued to recommend the issuer for this securities issuance.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and listing recommendation business Relevant laws and regulations such as the measures for the administration of the registration of initial public offerings on the gem (for Trial Implementation) (hereinafter referred to as the “measures for the registration of the gem”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares on the gem”) and the relevant provisions of the CSRC and Shenzhen Stock Exchange are honest, trustworthy, diligent and responsible, This issuance recommendation letter is issued in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and the authenticity, accuracy and integrity of the documents issued are guaranteed.
Unless otherwise specified in this offering recommendation letter, relevant terms have the same meaning as in the prospectus of Zhejiang Huashi Technology Co., Ltd. for initial public offering and listing on GEM.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Members of the sponsor’s project team three
2、 Basic information of the issuer three
3、 The relationship between the sponsor and the issuer four
4、 Internal audit procedures and core opinions of the recommendation institution Section 2 commitments of the sponsor 6 section III recommendation on this securities issuance seven
1、 Recommendation conclusion for this securities offering seven
2、 The decision-making procedures performed by the issuer in accordance with the law on this securities issuance seven
3、 The issuer’s securities issuance meets the issuance conditions stipulated in the securities law eight
4、 The issuer’s securities issuance meets the issuance conditions specified in the measures for registration on the gem ten
5、 Verification by the sponsor on the filing of private investment funds among the issuer’s shareholders Vi. verification opinions on the relevant behaviors of the recommendation institution and the issuer, such as the paid employment of third-party institutions and individuals
…… fourteen
7、 Verification of the diluted immediate return of the issuer’s initial public offering of shares fifteen
8、 Main risks of the issuer fifteen
9、 Evaluation of the development prospect of the issuer twenty-seven
Section 1 basic information of this securities issuance
1、 Members of the sponsor’s project team (I) the sponsor representative specifically responsible for recommendation this time
The recommended sponsor representatives authorized by Anxin Securities for this offering are Mr. Yang Xiangrong and Mr. Zhong Tiefeng. The practice of its recommendation business is as follows:
Mr. Yang Xiangrong: executive general manager, sponsor representative and certified public accountant of Investment Banking Department of Andersen securities. He once worked as the manager of Ernst & Young Huaming certified public accountants and began to engage in investment banking business in 2010. Successively responsible for or participated in Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (002860) IPO, major asset restructuring and convertible corporate bonds; Suzhou Anjie Technology Co.Ltd(002635) (002635) IPO, non-public offering and major asset restructuring; Haili Meida (002537) IPO; Baota Industry Co.Ltd(000595) (000595) two non-public offerings; Suning yunshang (002024), Guangdong Baolihua New Energy Stock Co.Ltd(000690) (000690), yishida (300125) general financial consultant and other projects.
Mr. Zhong Tiefeng: Business Director and sponsor representative of Investment Banking Department of Anxin securities. He has been responsible for or participated in major asset restructuring of Huayuan Pharmaceutical (600656), New Hua Du Supercenter Co.Ltd(002264) (002264) IPO, acquisition of Lurun shares (600157) and split share structure reform, Zhejiang Huace Film And Tv Co.Ltd(300133) (300133) IPO, Wintime Energy Co.Ltd(600157) (600157) refinancing in 2010 and 2011, Wintime Energy Co.Ltd(600157) (600157) corporate bonds of public development bank, Jinke Property Group Co.Ltd(000656) (000656) refinancing, Jinke Property Group Co.Ltd(000656) (000656) public issuance of corporate bonds Wuxi Hongsheng Heat Exchanger Manufacturing Co.Ltd(603090) (603090) IPO, minimally invasive Optoelectronics (430198) public offering to unspecified qualified investors and listing at the selection layer. (II) Project Co sponsors and other project team members
The Project Co sponsor of this offering is Mr. Lian Ziyi, and his practice of recommendation business is as follows:
Mr. Lian Ziyi: the project manager of the investment banking department of Anxin securities, has successively participated in the acquisition of Shanghai Yaohua Pilkingyon Glass Group Co.Ltd(600819) (600819) financial consulting project and Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) (002860) refinancing project of building materials group.
Other members of the project team include: Mr. Liang Lei, Mr. Chen Dayuan, Mr. Chen Jun, Mr. Guo Xiangyu, Ms. Zheng Yunjie, Mr. Lu binwei, Ms. Yan Yun and Mr. Sun Haiwang. 2、 Basic information of the issuer
Company name: Zhejiang Huashi Technology Co., Ltd
English Name: Zhejiang whyis Technology Co., Ltd
Registered address: 1 / F, building 3, No. 16, Jiaqi Road, Xianlin street, Yuhang District, Hangzhou, Zhejiang Province
Legal representative: Yu Yongfang
Registered capital: 57.02 million yuan
Date of establishment: June 2, 1998
Overall change to joint stock company date: March 23, 2016
Postal Code: 311122
Department responsible for information disclosure and Investor Relations: Securities Affairs Department
Secretary of the board of directors: ye Haizhen
Tel: 0571-87356421
Fax No.: 0571-87356419
website: http://www.zjwhyis.com.
mail box: [email protected].
Business scope: design, development, installation and service of computer information system integration, software development and service, building intelligence engineering, security engineering, computer information system engineering, communication information network system integration engineering, electronic engineering, industrial automation engineering, electromechanical equipment installation engineering, urban and road lighting engineering, decoration engineering, lightning protection engineering Design, construction, technology development and technical consulting services of fire engineering, sound engineering, port and shipping equipment installation engineering, highway traffic engineering, environmental protection engineering, electric power engineering and information security engineering, maintenance, inspection of fire-fighting facilities, sales of instruments, safety tools, office supplies, building materials, electromechanical equipment, electronic equipment and lighting equipment, Production, R & D and sales of electronic products, house leasing, import and export business.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Type of securities issuance: initial public offering of RMB common shares (A shares) III. relationship between the sponsor and the issuer
As of the signing date of this issuance recommendation letter, the recommendation institution and the issuer do not have the following circumstances:
(I) the sponsor or its controlling shareholders, actual controllers and important related parties hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
(II) the issuer or its controlling shareholders, actual controllers and important related parties hold shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
(III) the rights and interests of the issuer owned by the recommendation representative of the recommendation institution and their spouses, directors, supervisors and senior managers, and their positions in the issuer;
(IV) the mutual guarantee or financing provided by the controlling shareholder, actual controller and important related party of the recommendation institution and the controlling shareholder, actual controller and important related party of the issuer;
(V) there are other related relationships between the recommendation institution and the issuer. 4、 Internal audit procedures and core opinions of recommendation institutions (I) internal audit procedures of recommendation institutions
The internal audit procedures implemented by Anxin Securities for the issuer’s securities issuance project mainly include: the project team understands the situation on site and carries out due diligence, and issues the project initiation application report and prepares the application documents on this basis; The project approval committee of stock recommendation and underwriting business shall hold a project approval meeting and vote on the project; The quality control department and the core department under the compliance legal department shall conduct on-site audit, and audit the application documents and recommendation working papers; The core department shall check the due diligence of the quality control department, the head of the recommendation business department and the project recommendation representative on important matters; The kernel Committee held a kernel meeting to put forward the kernel feedback, and the project team responded to the kernel feedback; The core members participating in the meeting checked the implementation of the feedback Reply of the project team, and voted on whether the issuer passed the core. (II) core comments
The core meeting to review the issuance application was held at the headquarters of Anxin securities company, Allianz building, 4018 Jintian Road, Futian District, Shenzhen on November 27, 2020. A total of 8 core members participated in the meeting. The kernel committee members attending the meeting reviewed the integrity and compliance of the issuer’s application documents, listened to the explanation of the issuer’s representative and the project team on the problems found in the kernel, consulted the relevant supporting materials, and finally voted on whether the issuer passed the kernel in this issuance.
After voting by the core members attending the meeting, the project of Huashi technology’s initial public offering of shares and listing on the gem was approved by the core of the sponsor.
Section 2 commitments of the recommendation institution
1、 The recommendation institution has conducted due diligence and prudent verification on the issuer, its controlling shareholders and actual controllers in accordance with laws, administrative regulations, the provisions of the CSRC and the Shenzhen Stock Exchange, fully understood the operating conditions of the issuer and the risks and problems it faces, and performed the corresponding internal audit procedures. The recommendation institution agrees to recommend the issuer for initial public offering and listing on the gem, and has the support of corresponding recommendation working papers, so as to issue the recommendation letter of this issuance.
2、 As the sponsor of this issuance of Huashi technology, Anxin securities makes commitments on the following matters: (I) there are sufficient reasons to believe that the issuer complies with laws and regulations and the relevant provisions of the CSRC on securities issuance and listing;
(II) there are sufficient reasons to believe that there are no false records, misleading statements or major omissions in the issuer’s application documents and information disclosure materials;
(III) there are sufficient reasons to believe that the basis for the opinions expressed by the issuer and its directors in the application documents and information disclosure materials is sufficient and reasonable;
(IV) there are sufficient reasons to believe that there is no material difference between the application documents and information disclosure materials and the opinions issued by the securities service institution;
(V) ensure that the designated recommendation representative and relevant personnel of the recommendation institution have been diligent and conscientious, and have conducted due diligence and prudent verification on the issuer’s application documents and information disclosure materials;
(VI) ensure that the issuance recommendation letter and other documents related to the performance of recommendation duties do not contain false records, misleading statements or major omissions;
(VII) ensure that the professional services provided and professional opinions issued to the issuer comply with laws, administrative regulations, the provisions of the CSRC and industry norms;
(VIII) voluntarily accept the regulatory measures taken by the CSRC in accordance with the measures for the administration of securities issuance and listing recommendation business;
(IX) abide by laws, administrative regulations and the provisions of the CSRC on recommending the listing of securities, and accept the self-discipline supervision of the Shenzhen Stock Exchange;
(x) other matters prescribed by the CSRC.
Section III recommendation on this securities issuance
1、 Recommendation conclusion on this securities issuance
As a sponsor of China Technology’s initial public offering of shares and listing on the gem, Anxin securities, in accordance with the company law, the securities law, the measures for the administration of securities issuance and listing recommendation business, the measures for the registration of the gem, the GEM Listing Rules and other relevant laws and regulations, as well as the relevant provisions of the CSRC and the Shenzhen Stock Exchange, Conducted in-depth and detailed due diligence on the issuer and carefully verified the application documents. After fully understanding the operating conditions of the issuer and the risks and problems it faces, the sponsor believes that the initial public offering of shares by Huashi technology and its listing on the gem comply with the relevant provisions of laws, regulations and normative documents such as the company law, the securities law, the measures for registration on the gem and the rules for listing on the gem; The fund-raising investment project conforms to the national industrial policy and has good market development prospects. The implementation of the fund-raising investment project is conducive to further strengthening Dahua, which is the main business of science and technology; The procedures for authorizing the application for stock issuance are legal and effective; The contents stated in the issuance application documents are true, accurate and complete, and there are no false records, misleading statements or major omissions in the disclosure of major facts. The sponsor agrees to recommend Huashi technology as a sponsor for its initial public offering of shares and listing on the gem. 2、 Decision making procedures performed by the issuer in accordance with the law on this securities issuance
After verification, the issuer has fulfilled the decision-making procedures specified in the company law, securities law and China Securities Regulatory Commission and Shenzhen stock exchange for this securities issuance, as follows: (I) resolutions of the board of directors
On October 30, 2020, the issuer held the 12th meeting of the second board of directors, deliberated and adopted the proposal on the company’s application for initial public offering of RMB common shares (A shares) and listing on the gem, the proposal on the feasibility of the company’s initial public offering of RMB common shares (A shares) to raise funds for investment projects The proposal on the distribution plan of accumulated profits before the company’s initial public offering of RMB common shares (A shares), the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle specific matters related to the company’s initial public offering of RMB common shares (A shares) and listing, the proposal on measures and commitments to fill the diluted immediate return of this public offering Proposal on issuing relevant commitments on the initial public offering and listing of RMB common shares (A shares), proposal on the three-year dividend return plan after the listing of the company, and proposal on reviewing the company’s financial report and internal control for 2017-2019 and January June 2020
Proposal on the preparation of self-evaluation report, on the confirmation of the company’s 2017-2019 and 2020
